Terms of Service

Version 2.1

Effective August 20, 2026

PART I — DEFINITIONS AND INTERPRETATION

1. Definitions

In these Terms of Service, the following terms carry the meanings assigned below unless the context expressly requires otherwise:

"Accounting Support Advice" means observations, explanations and recommendations relating to Client Data, data completeness, accounting records, bookkeeping processes, account reconciliations, accounting schedules, proposed journal entries, reporting mappings, management reports, internal controls, performance indicators, tax-accounting matters within an expressly agreed Tax Accounting Support scope, unusual balances, unresolved differences and matters requiring investigation, clarification, approval or determination by Client management. Accounting Support Advice does not include legal advice, regulated financial advice, investment advice, tax strategy, tax planning, tax structuring, management decision-making, audit, review, assurance, certification or any service that The Service Provider is not lawfully authorized to provide.

"Agreement" means the binding contract formed between The Service Provider and the Client, comprising these Terms of Service, the Engagement Letter, the Scope of Work, and any written amendments accepted in writing or by a Permitted Acceptance Method by both parties.

"Analytical Output" means any financial schedule, reconciliation, management account, journal entry schedule, diagnostic report, trial balance, financial statement preparation support document, or other structured deliverable produced by The Service Provider in the course of an Engagement, whether in electronic or physical form.

“Approved Payment Method” means direct electronic bank transfer, domestic bank transfer, international wire transfer, card payment or another electronic payment method expressly identified in the Engagement Letter, invoice or written Payment Instructions issued by The Service Provider.

"Bookkeeping Support" means transaction recording or classification, general-ledger maintenance, routine bank and credit-card reconciliation, ordinary month-end accounting support, and preparation of management financial information, but only to the extent expressly included in the Scope of Work. Bookkeeping Support does not transfer management responsibility to The Service Provider and does not authorize The Service Provider to approve payments, enter into contracts, make tax elections, or make other management decisions on behalf of the Client.

"Bulk Data" means any transaction history, ledger extract, chart of accounts, journal form, subledger export, bank statement, or similar data file provided by the Client to The Service Provider for processing.

"Business Day" means any day other than a Saturday, Sunday, public holiday in Jamaica, or any other day on which commercial banks in Jamaica are generally closed for business.

"Change Order" means a written document, mutually accepted in writing or by a Permitted Acceptance Method by both parties, authorizing work beyond the Scope of Work at agreed additional fees.

“Cleared Funds” means funds irrevocably credited and made available for use in The Service Provider’s designated account, without any outstanding hold, reversal, chargeback, return, compliance review or similar restriction.

"Client" means the person, company, partnership, trust, organization, or other legal entity that has engaged The Service Provider or is seeking to engage The Service Provider for services, and any authorized representative acting on behalf of such entity.

"Client Data" means all financial information, transaction records, accounting records, chart of accounts, trial balance data, supporting documentation, and any other information, in whatever form, provided by the Client to The Service Provider in connection with an Engagement.

"Client Delay" means any delay caused by the Client, including late payment, incomplete data, unusable files, unclear instructions, late responses, revised instructions, changed scope, newly supplied information, missing approvals, or failure to identify relevant accounting issues.

"Complete Data Receipt" means the point at which The Service Provider has received, in usable form, all Client Data, explanations, confirmations, approvals, supporting documents and required access permissions reasonably necessary to begin or continue the agreed work, as determined by The Service Provider acting reasonably and in good faith. Login credentials are included only where their receipt has been expressly accepted by The Service Provider under Clause 23.

"Confidential Information" has the meaning assigned in Part IX of these Terms.

"Data Cut-Off Date" means the date specified in the Engagement Letter or otherwise agreed in writing after which new, corrected, supplementary, or replacement Client Data is outside the original Scope of Work unless accepted by The Service Provider in writing.

"Deliverable" means any specific output item described in the Scope of Work as a contracted output of the Engagement.

"Diagnostic Phase" (also referred to commercially as a "Diagnostic Review") means the investigative phase ordinarily used for a new substantive Engagement or a materially new Scope of Work, during which The Service Provider reviews Client Data and assesses scope, complexity, disorder level, data condition, feasibility, and completeness before issuing a definitive fixed-fee quotation. The Service Provider may waive or abbreviate the Diagnostic Phase where sufficient current information is already available to define the scope reliably.

"Engagement" means a specific service engagement governed by an Engagement Letter and these Terms.

"Engagement Letter" means the written document issued by The Service Provider confirming the scope, fees, timeline, and specific terms applicable to a particular Engagement.

"Estimated Delivery Window" means a non-binding, good-faith estimate of the period within which The Service Provider expects to deliver draft or final Analytical Outputs, subject to Client cooperation, Complete Data Receipt, cleared payment, unchanged scope, technical feasibility, current workload and existing client commitments, and the absence of material newly discovered issues.

"Fees" means all amounts payable by the Client to The Service Provider in connection with an Engagement, as specified in the Engagement Letter.

"Force Majeure Event" has the meaning assigned in Part XV of these Terms.

"Guaranteed Deadline" means a delivery deadline expressly identified in the Engagement Letter as a guaranteed deadline. No deadline is guaranteed unless the Engagement Letter expressly uses the words "Guaranteed Deadline" and specifies the consequence of failure to meet that deadline.

"Intellectual Property" means all analytical methodologies, schedule architectures, scripts, computational models, diagnostic frameworks, template structures, workflow designs, and any other proprietary tools, processes, or systems used by The Service Provider in the delivery of services, whether or not registered or registrable as intellectual property under any applicable law.

"Management Accounts" means financial reports prepared from Client Data, Client-approved trial balances, accounting policies, mappings, assumptions, estimates, judgments and reporting instructions for internal management information and decision-support purposes. Management Accounts may apply or be designed to support the recognition, measurement, classification, presentation or analytical principles of IFRS, IFRS for SMEs, generally accepted accounting principles or another framework specified in the Engagement Letter, but do not constitute audited, reviewed, assured or independently certified financial statements and do not carry a guarantee of complete conformity with that framework.

"Management Representation Certificate" means a written confirmation, certification, or acknowledgment by the Client, requested by The Service Provider before final delivery where appropriate, confirming the completeness of records, disclosure of relevant matters, and approval of management judgments.

"Methodology" means The Service Provider's proprietary analytical platform, schedule engines, computational tools, and associated workflows.

“Payment Instructions” means the account details, payment reference, currency and transfer method stated in the Engagement Letter, invoice or another written communication issued through an authorized communication channel of The Service Provider.

"Permitted Acceptance Method" means acceptance by handwritten signature, electronic signature, written email approval, payment of the required Diagnostic Fee, deposit, upfront Fee, or continued instruction to proceed after receipt of the Engagement Letter and these Terms.

“Permitted Recipient” means an officer, employee, owner, director, auditor, bookkeeper, accountant, tax adviser, lawyer, lender, bank, donor, insurer, regulator or other professional or institutional recipient to whom the Client has a legitimate reason to provide an Analytical Output, provided that the output is not misrepresented and the recipient is informed of the applicable limitations and disclaimers.

"Platform" means The Service Provider's proprietary suite of analytical schedules, computational engines, and associated tools developed and maintained exclusively by The Service Provider.

"Provider" means “Real Financial Accounting Solutions”, a sole trader registered and operating in Jamaica under that business name.

"Reporting Currency" means the currency in which the primary Analytical Outputs are denominated, as specified in the Engagement Letter.

"Revision" means a correction to an Analytical Output that is demonstrably attributable to a computational or processing error by The Service Provider, based on Client Data that was correctly provided, complete, and within the originally agreed scope. A Revision does not include any change in scope, change in underlying data, change in accounting treatment preferences, or any amendment that arises from Client Data that was incomplete, incorrect, or not provided at the time of original processing.

"Scope of Work" means the written description of services, deliverables, inclusions, exclusions, and assumptions appended to or referenced in the Engagement Letter.

"Settlement Date" means the date by which a Fee installment is due as specified in the Engagement Letter or these Terms.

"Sub-processor" means any third-party cloud storage provider, software provider, payment processor, email provider, secure file-transfer platform, or similar service provider used by The Service Provider to store, transmit, process, secure, or administer Client Data in connection with an Engagement.

"Tax Accounting Support" means accounting-side tax reconciliation and tax-accounting work expressly included in the Scope of Work, which may include tax-account reconciliation to the general ledger, book-to-tax schedules, withholding-tax accounting, indirect-tax accounting, deferred-tax accounting support, and identification of tax-accounting matters requiring further information or professional determination. Tax Accounting Support does not include tax return preparation or filing, representation before a tax authority, tax strategy, tax planning, tax structuring, legal advice, or any regulated or licensed service that The Service Provider is not authorized to provide.

"Terms" means these Terms of Service as amended from time to time in accordance with Part XVII.

"Third-Party Platform" means any software, cloud, payment, email, storage, accounting, spreadsheet, banking, file-transfer, or communication platform not owned and operated exclusively by The Service Provider, including, where applicable, QuickBooks, Xero and similar accounting platforms.

1B. Electronic Acceptance and Communications

1B.1 The Client may accept an Engagement Letter, Scope of Work, Change Order, or these Terms by any Permitted Acceptance Method.

1B.2 The Client agrees that electronic records, email confirmations, electronic signatures, payment records, and written digital communications may be used as evidence of acceptance, instructions, notices, approvals, delivery, and performance to the maximum extent permitted by applicable law.

1B.3 No casual conversation, preliminary discussion, marketing statement, or informal estimate creates a binding Engagement unless there is manifest agreement on scope, fees, and commencement by a Permitted Acceptance Method.

PART II — NATURE OF SERVICES AND FUNDAMENTAL DISCLAIMERS

2. Nature of Services

2.1 The Service Provider provides accounting-support services where expressly agreed in an Engagement Letter, including Bookkeeping Support, bank and credit-card reconciliation, accounts-receivable and accounts-payable reconciliation and schedule support, reconciliation of subledgers and supporting registers to the general ledger or trial balance, preparation and maintenance of accounting schedules, month-end accounting support, preparation of proposed journal entries or direct bookkeeping entries where expressly authorized, conversion of Client-approved trial balances into Management Accounts or other Client-specified reporting formats, financial statement preparation support, management reporting, performance analytics, diagnostic review, Tax Accounting Support, and Accounting Support Advice.

No service is included merely because it is technically capable of being performed by The Service Provider’s Platform. Each service, entity, period, account, schedule and Deliverable must be expressly included in the Scope of Work.

2.2 Services are performed using proprietary analytical tools and may produce Analytical Outputs and Accounting Support Advice. Accounting Support Advice may include observations, explanations and recommendations concerning Client Data, data requirements, data completeness, accounting records, reconciliations, reporting mappings, accounting schedules, proposed journal entries, internal controls, financial trends, performance indicators, unusual balances, unresolved differences and matters requiring management investigation or determination.

Analytical Outputs and Accounting Support Advice are prepared from Client Data and from information, assumptions, accounting policies, estimates, classifications, mappings, judgments and instructions supplied or approved by Client management. Client management retains responsibility for determining whether and how any recommendation will be adopted.

2.3 The Service Provider does not provide any of the following:

(a) Statutory audit services or audit opinions of any kind;

(b) Review engagements or limited assurance opinions;

(c) Any form of assurance engagement as defined under International Standards on Auditing, International Standards on Review Engagements, or any national equivalent;

(d) Legal opinions or legal advice;

(e) Actuarial valuations or certifications;

(f) Except for Tax Accounting Support expressly permitted under Clause 2.10, tax return preparation, tax filing, representation before a tax authority, tax strategy, tax planning, tax structuring, or legal tax advice;

(g) Investment advice, securities recommendations, or regulated financial advice;

(h) Forensic accounting or fraud investigation services;

(i) Any regulatory filing on behalf of the Client.

(j) Acting as management or making commercial, operational, investment, financing, employment or expenditure decisions on behalf of the Client;

(k) Issuing an audit opinion, review conclusion, assurance report, independent certification or professional representation that any financial statement presents a true and fair view or achieves complete conformity with an accounting framework;

(l) Any service requiring a licence, registration, practising certificate, statutory authorization or professional status that The Service Provider does not hold.

2.4 An Analytical Output may use, apply or be intended to support the accounting framework specified in the Engagement Letter. However, no Analytical Output constitutes or may be represented as an audit opinion, review conclusion, assurance report, independent certification or guarantee that the output presents a true and fair view or complies completely with every requirement of that framework.

Nothing in this clause prevents the Client from using Management Accounts for legitimate internal management purposes or from sharing them as management-prepared information in accordance with Part II and Part VII.

2.5 Nothing in this Agreement creates an audit, assurance, fiduciary, trustee, officer, director, employee, or legal representative relationship. The Service Provider’s duties are limited to the accounting support services expressly agreed in the Engagement Letter, subject to applicable law. The Service Provider is an independent contractor engaged in the provision of analytical services. Nothing in any communication, proposal, engagement letter, or Analytical Output creates a duty of care beyond that arising from these Terms of Service.

2.6 Being an independent contractor, and not an employee, officer, partner, director, agent, auditor, trustee, fiduciary, or legal representative of the Client, the Service Provider controls the methods, tools, workflow, and manner of performing the services, subject to the agreed deliverables.

2.7 Where Bookkeeping Support or system-based transaction processing is expressly included in the Engagement Letter, The Service Provider may record, classify or post ordinary transactions and approved journal entries within the agreed scope and within any role-based permissions granted by the Client. Unless expressly included, journal entries remain proposed entries for Client review, approval and posting. In all cases, The Service Provider does not authorize payments, maintain custody of Client funds, sign cheques, enter into contracts, approve management decisions, or submit filings on behalf of the Client unless a specific activity is both lawful and expressly agreed in writing. Client management retains responsibility for accounting policies, estimates, judgments, approvals and the final use of the accounting records and outputs.

2.8 The Service Provider may refuse to process, present, support, or amend any accounting treatment that appears unsupported, misleading, unlawful, inconsistent with the agreed accounting framework, or inconsistent with professional integrity.

2.9 The Service Provider intends to perform all Engagements honestly, carefully, professionally, and in good faith, using reasonable skill and care based on the Client Data supplied and the Scope of Work agreed. These Terms are intended to define responsibilities, prevent misunderstanding, and protect both parties from misuse, deception, unreasonable demands, and avoidable disputes.

2.10 Tax Accounting Support. Where expressly included in the Scope of Work, The Service Provider may provide accounting-side tax reconciliation and Tax Accounting Support for supported jurisdictions and tax domains. The Service Provider may accept United Kingdom and United States tax-accounting engagements, including state-specific United States work such as New York or California matters, only where the relevant jurisdiction and tax domain are expressly identified in the Engagement Letter. Any website description of supported jurisdictions is informational only; the contractual tax scope is determined exclusively by the Engagement Letter and Scope of Work. Tax Accounting Support does not include tax return preparation or filing, representation before tax authorities, tax strategy, tax planning, tax structuring, legal advice, or a guarantee of tax savings or regulatory acceptance.

3. Fitness for Purpose and Regulatory Use

3.1 The Client may use Analytical Outputs for the purposes stated in the Engagement Letter and may share them with a Permitted Recipient where reasonably necessary for the Client’s legitimate business affairs.

3.2 Whenever an Analytical Output is shared externally, the Client shall ensure that:

(a) it is clearly identified as management-prepared information;

(b) all disclaimers, version information and limitation statements remain attached and unaltered;

(d) it is not represented as carrying a guarantee of complete accounting-framework compliance; and

(e) the recipient is informed that no duty of care or right of reliance is assumed by The Service Provider unless separately agreed in writing.

3.3 Sharing an Analytical Output does not by itself create a contractual relationship, duty of care, assurance relationship or right of reliance between The Service Provider and the recipient.

3.4 A third party may rely on an Analytical Output only where The Service Provider has expressly agreed in a separate written reliance agreement identifying the recipient, purpose, permitted reliance, limitations and any additional Fee.

PART III — CLIENT OBLIGATIONS AND REPRESENTATIONS

4. Client Representations and Warranties

The Client represents, warrants, and undertakes on an ongoing basis throughout the term of any Engagement that:

4.1 Authority: The Client has full legal authority to enter into this Agreement and to disclose all Client Data provided to The Service Provider; where the Client is an entity, the individual executing this Agreement is duly authorized to bind the entity.

4.2 Accuracy of Data: All Client Data provided to The Service Provider is, to the best of the Client's knowledge, accurate, complete, and not misleading in any material respect. The Client has disclosed all material information relevant to the scope of work that a reasonable practitioner would require.

4.3 No Concealment: Except for permitted masking or pseudonymization under Clause 4.13, the Client has not deliberately omitted, withheld, altered, falsified, or otherwise misrepresented any financial record, transaction, balance, or other information provided to The Service Provider.

4.4 Legal Compliance: All transactions reflected in Client Data have been entered into in compliance with applicable laws. The Client has not requested The Service Provider to process, normalize, present, or analyze data in a manner intended to conceal fraud, money laundering, tax evasion, regulatory non-compliance, or any other unlawful activity.

4.5 Ownership of Data: The Client owns or has lawful rights to all Client Data provided and is legally entitled to share such data with The Service Provider for the purposes of the Engagement.

4.6 Notification Obligation: The Client will promptly notify The Service Provider of any error, omission, or material change in Client Data that has been or is being processed, and of any material event or circumstance that may affect the accuracy of Analytical Outputs already delivered.

4.7 No Regulatory Evasion Purpose: The Client is not engaging The Service Provider for the purpose of generating documentation that misrepresents the financial position or performance of the Client's organization for any fraudulent, deceptive, or regulatory evasion purpose.

4.8 Disclosure of Known Issues: Before or during the Diagnostic Phase, the Client will disclose all known accounting issues, errors, disputes, missing records, disputed transactions, reconciliation failures, and material uncertainties within the Client's accounting records, to the fullest extent reasonably possible.

4.9 Management Judgments: The Client remains responsible for all management judgments and approvals, including accounting policies, estimates, useful lives, impairment indicators, provisions, contingencies, fair values, tax positions, related-party identification, going concern, completeness of liabilities, and final approval of journal entries and financial statement presentation.

4.10 Management Representation Certificate. The Service Provider may require the Client to provide a Management Representation Certificate before final delivery. The Client acknowledges that final Analytical Outputs may be withheld until such representation is provided, where The Service Provider reasonably considers it necessary for the protection, accuracy, completion, or defensibility of the Engagement.

4.11 Disclosure of Core Records. The Client shall disclose all bank accounts, cash accounts, loan accounts, material contracts, related-party transactions, tax or statutory obligations, payroll obligations, customer/vendor subledgers, material disputes, contingencies, commitments, and other relevant records or circumstances reasonably required for the agreed work.

4.12 Authority to Provide Personal and Third-Party Data. Where Client Data includes employee, customer, supplier, contractor, director, shareholder, bank, payroll, or other third-party personal or confidential data, the Client represents that it has lawful authority, permission, consent, or other legal basis to provide such data to The Service Provider for the purposes of the Engagement.

4.13 Permitted Masking and Pseudonymization. The Client may mask, anonymize or replace personal names and other directly identifying labels where those names are not substantively required for the agreed accounting analysis, provided that the masking is internally consistent and preserves stable identifiers or relationships necessary for reconciliation. Such masking will not, by itself, be treated as falsification or concealment under these Terms. The Service Provider may request an unmasked reference, crosswalk, or additional identifying information where identity is materially relevant to matching, payroll, tax, counterparty classification, duplicate detection, or another agreed procedure.

4.14 Alteration of Numerical or Transaction Facts. The Client must not change, substitute or distort amounts, dates, quantities, rates, balances, currencies, account identifiers, transaction relationships or other numerical or substantive accounting facts without clearly disclosing the alteration to The Service Provider. The Client acknowledges that changing such facts may materially affect calculations, reconciliations, classifications, tax-accounting consequences and final Analytical Outputs. Where altered numerical or substantive facts are used, The Service Provider may qualify the output as illustrative, simulated or limited, require replacement source data, revise the scope or fee, or decline to provide a reliance-oriented output. The Service Provider is not responsible for inaccuracies or limitations attributable to Client-directed alteration of such facts.

5. Client Cooperation Obligations

5.1 The Client must provide all Client Data requested by The Service Provider in the format, structure, and completeness specified in the Scope of Work or as subsequently requested in writing by The Service Provider, within the timelines agreed.

5.2 Where the Client fails to provide required data within agreed timelines, The Service Provider reserves the right to:

(a) Pause the Engagement without liability and without any obligation to refund fees already paid;

(b) Extend all delivery timelines proportionally by the number of days of Client delay, without penalty;

5.3 The Client must designate a single primary contact person who has authority to provide data, approve outputs, and make decisions on behalf of the Client in respect of the Engagement. Changes to the designated contact must be notified to The Service Provider in writing.

5.4 The Client must promptly review all draft Analytical Outputs and provide specific written feedback within the review period specified in the Engagement Letter, which shall not be less than five (5) business days unless otherwise agreed. Failure to provide specific written feedback within the review period shall be deemed acceptance of the draft output.

5.5 The Client is responsible for the setup, maintenance, and accuracy of its own accounting system, general ledger, chart of accounts, and underlying records. The Service Provider has no obligation to investigate, correct, or report on the integrity of the Client's accounting system beyond the scope agreed.

5.6 File Format, Passwords, and Usability. The Client must provide Client Data in usable formats reasonably requested by The Service Provider. Transaction histories, ledger extracts and other structured data should ordinarily be supplied in machine-readable CSV, spreadsheet, accounting-system export or another agreed structured format. Supporting documents such as contracts, agreements, invoices and statements may be supplied in PDF or another agreed format. Unless expressly agreed, the fixed Fee and Estimated Delivery Window do not assume reconstruction from image-only scans, screenshots, handwritten documents, corrupted files, inaccessible locked or encrypted files, incomplete exports, or inconsistent file formats.

6. Consequences of Client Misrepresentation or Data Failure

6.1 If any Analytical Output contains errors, omissions, or inaccuracies that are attributable to Client Data that was incorrect, incomplete, misleading, falsified, late, or not provided at the time of original processing, then, to the maximum extent permitted by law, The Service Provider bears no liability for such errors, omissions, or inaccuracies, except to the extent directly caused by The Service Provider's own fraud, willful misconduct, or non-excludable legal obligation.

6.2 Any correction of Analytical Outputs required as a result of Client Data errors constitutes out-of-scope work and will be quoted and invoiced as a Change Order at The Service Provider's standard rates.

6.3 If The Service Provider discovers or reasonably suspects at any stage of an Engagement that Client Data has been deliberately falsified, materially misrepresented, or provided for an unlawful purpose, The Service Provider may immediately:

(a) Suspend all work on the Engagement;

(b) Retain all fees paid without refund;

(d) Decline to deliver any incomplete Analytical Outputs; and

(e) Take any other steps required by applicable law, including reporting obligations where legally mandated.

6.4 The Client shall fully indemnify and hold harmless The Service Provider from and against all losses, claims, damages, penalties, fines, regulatory sanctions, legal costs, and any other liability arising from or attributable to any misrepresentation, falsification, omission, or unlawful purpose on the part of the Client.

PART IV — SCOPE OF WORK AND CHANGE MANAGEMENT

7. Scope Definition

7.1 The services to be delivered in each Engagement are defined exclusively by the Scope of Work attached to or referenced in the Engagement Letter. The Engagement Letter and Scope of Work may be defined and formally established through email discussions between the Service Provider and the Client where there is manifest agreement from both parties.

7.2 The following are expressly excluded from all Engagements:

(a) External audit or any form of assurance engagement;

(b) Tax return preparation or filing;

(d) Actuarial calculations or certifications;

(e) Regulatory submissions or filings;

(f) Forensic fraud investigation;

(g) Reconstruction of records from missing source documentation beyond the scope agreed;

(h) Investigation of fraud, error, or irregularity beyond what is detectable through standard analytical procedures on Client Data;

(i) Collection of external confirmations (from banks, counterparties, or other third parties);

(j) Unlimited revision cycles beyond those specified in the Engagement Letter;

(k) Work relating to periods, entities, accounts, currencies, or schedules not named in the Scope of Work;

(l) Advisory work relating to the Client's tax strategy, tax planning, or tax structuring;

(m) Any advice or opinion that constitutes regulated financial advice under applicable law.

7.3 Where The Service Provider identifies, in the course of an Engagement, that additional accounting areas, periods, or complexity levels not covered in the Scope of Work require attention, The Service Provider will notify the Client in writing. No additional work will commence without a mutually agreed Change Order specifying the additional scope and fees. As in the case of the Engagement Letter and Scope of Work, the Change Order request may be submitted via email to the Service Provider and verified via email by the Service Provider.

7.4 Data Usability and Conversion. Any work required to clean, convert, unlock, repair, restructure, digitize, OCR, manually key, interpret, or reconstruct Client Data that is not supplied in usable form is outside the original Scope of Work unless expressly included.

7.5 Software and Import Compatibility. Unless expressly agreed in the Engagement Letter, The Service Provider does not warrant that any Analytical Output, spreadsheet, journal schedule, import file, or data file will be compatible with every accounting system, software version, bank portal, tax platform, spreadsheet application, or Client IT environment. Compatibility testing, import mapping, formatting changes, and system-specific conversion may require a Change Order. Where QuickBooks, Xero or another named platform is expressly supported in the Scope of Work, platform-specific work remains subject to the Client's subscription, permissions, platform functionality and the Third-Party Platform limitations in these Terms.

7.6 Client Systems. The Client remains responsible for the selection, licensing, maintenance, configuration, access controls, backups, and proper use of its own accounting systems, cloud systems, bank portals, payroll systems, and other technology platforms.

7.7 QuickBooks, Xero and Role-Based Accounting Platform Access. Where expressly agreed, the Client may invite The Service Provider to QuickBooks, Xero or another supported accounting platform as an accountant, adviser, bookkeeper or other role-based user permitted by that platform. The Service Provider may accept or decline the invitation and may require permissions to be limited to those reasonably necessary for the Scope of Work. The Client remains the owner or administrator of the Client account and remains responsible for licensing, subscription fees, administrator control, backups, user management and revocation of access. References to QuickBooks or Xero do not imply endorsement, partnership or affiliation with their respective owners.

7.8 Shared Login Credentials. Role-based platform invitations are the preferred access method. The Client should not provide primary owner or administrator passwords, multi-factor authentication secrets, recovery codes or shared credentials where a separate role-based user can reasonably be created. The Service Provider reserves the right to refuse any request to receive or use shared credentials and may require the Client to provide a safer access method. If the Client nevertheless requests shared-credential access and The Service Provider expressly agrees, Clauses 22 and 23 apply in full.

8. Revision Policy

8.1 Each Engagement includes the number of Revision cycles specified in the Engagement Letter. Where no number is specified, one (1) Revision cycle is included.

8.2 A Revision is strictly limited to correction of errors demonstrably attributable to The Service Provider's processing of correctly provided, complete Client Data. The following do not constitute Revisions and will be treated as additional scope:

(a) Changes resulting from updated, corrected, or supplementary Client Data provided after the initial processing;

(b) Changes reflecting a preference for a different accounting treatment, presentation format, or analytical approach than that applied in the original output;

(d) Changes requested after the Client has indicated acceptance of the output;

(e) Cosmetic or formatting changes beyond those specified in the Scope of Work.

8.3 Additional Revision cycles beyond those included will be quoted and invoiced at The Service Provider's current rates for similar work.

9. Diagnostic Phase

9.1 New substantive Engagements and materially new Scopes of Work ordinarily require a Diagnostic Phase before The Service Provider issues a definitive fixed-fee quotation. The Service Provider may waive, abbreviate or combine the Diagnostic Phase with existing-client onboarding where The Service Provider already holds sufficiently current, complete and reliable information to define the scope in good faith.

9.2 The Diagnostic Fee compensates the Service Provider for reviewing client records, identifying issues, estimating scope, assessing feasibility, and preparing recommendations or a quotation.

9.3 The Diagnostic Fee, as specified in the Engagement Letter, is payable before the Diagnostic Phase commences and is non-refundable regardless of whether the Client proceeds with the subsequent Engagement.

9.4 Where the Client proceeds with the full Engagement within the period specified in the Engagement Letter (which shall not exceed thirty (30) calendar days from delivery of the Diagnostic Report unless otherwise agreed), the Diagnostic Fee shall ordinarily be credited in full against the total Engagement Fee, subject to Clause 9.5.

9.5 The creditability of the Diagnostic Fee against the full Engagement is conditional upon: (a) the Client proceeding within the specified period; (b) the Client providing all required Client Data as agreed; and (c) the Client not having materially changed the scope of the required services since the Diagnostic Phase.

9.6 A Diagnostic Phase does not oblige either party to proceed with the full Engagement. The Service Provider may decline to quote or proceed where the records, risk level, scope, suspected irregularities, timing, or Client conduct make the Engagement unsuitable, unsafe, unethical, unlawful, or commercially unreasonable.

PART V — TIMELINES, DELIVERY WINDOWS, AND CLIENT-DEPENDENT DELAYS

9A. Estimated Delivery Windows

9A.1 Unless expressly stated otherwise in the Engagement Letter, all delivery dates, turnaround periods, completion periods, and timelines stated by The Service Provider are Estimated Delivery Windows only and are not guaranteed deadlines.

9A.2 An Estimated Delivery Window is provided in good faith based on the apparent scope, complexity, data condition, file volume, required integrations, current workload, existing client commitments, staffing and operational capacity, and information available to The Service Provider at the time the estimate is given.

9A.3 No Estimated Delivery Window begins to run until all of the following have occurred:

(a) the Engagement Letter has been accepted in writing or by another permitted method of acceptance;

(b) any required deposit, Diagnostic Fee, monthly fee, or upfront payment has been received as cleared funds;

(d) all required Client approvals, explanations, and data access have been provided; and

(e) there is no unresolved material scope, data, payment, access, or instruction issue preventing commencement.

9A.4 Default Indicative Window. Where no different Estimated Delivery Window is stated in the Engagement Letter or otherwise agreed in writing, ordinary work intended for integration into monthly financial reporting will generally be assigned an initial Estimated Delivery Window of approximately thirty (30) calendar days after the conditions in Clause 9A.3 have been satisfied, assuming good-quality usable data and no material historical reconstruction or newly discovered complexity. This is an indicative planning assumption only and is not a Guaranteed Deadline. If deliverables are completed prior to the default estimated delivery window, then The Service Provider will promptly alert the client accordingly and arrangements will be made to deliver the completed output to the client.

9A.5 The Service Provider may lengthen or revise an Estimated Delivery Window in good faith where, in The Service Provider's reasonable professional and operational judgment, additional time is required because of complexity, data condition, current workload, existing client commitments, third-party dependencies, quality-control requirements, or other circumstances affecting the reliable completion of the Engagement.

9B. No Time of Delivery Is of the Essence Unless Expressly Agreed

9B.1 Time of delivery is not of the essence for any Analytical Output unless the Engagement Letter expressly states that a specific date is a Guaranteed Deadline.

9B.2 A date described as an estimate, target, expected date, proposed date, anticipated date, delivery window, intended date, or turnaround period is not a Guaranteed Deadline.

9B.3 Where the Client requires a Guaranteed Deadline, this must be expressly agreed in the Engagement Letter. The Service Provider may decline the Engagement, narrow the Scope of Work, require earlier data cut-off dates, impose additional data-readiness conditions, or otherwise define specific terms reasonably necessary to determine whether the deadline can be accepted.

9C. Client Delay and Extension of Time

9C.1 The Service Provider is entitled to a reasonable extension of time for any delay caused or contributed to by Client Delay.

9C.2 Client Delay includes, without limitation:

(a) late, incomplete, corrupted, inaccessible password-protected or encrypted, inconsistent, or otherwise unusable Client Data;

(b) late payment or uncleared funds;

(d) failure to provide required approvals, explanations, confirmations, or access;

(e) provision of new, corrected, or supplementary data after processing has begun;

(f) changes in accounting treatment, reporting preferences, or scope;

(g) discovery of material errors, omissions, inconsistencies, unreconciled balances, missing records, duplicate transactions, or fraud indicators in Client Data;

(h) delay by the Client’s staff, accountants, bookkeepers, auditors, tax advisors, banks, software providers, or other third parties from whom information is required.

9C.3 During any period of Client Delay, The Service Provider may pause work, revise the Estimated Delivery Window, require a Change Order, request additional fees, or terminate the Engagement in accordance with these Terms.

9D. Newly Discovered Complexity

9D.1 If, after commencement, The Service Provider discovers that the condition, volume, complexity, disorder level, or accounting risk of the Client Data materially exceeds what was disclosed or reasonably apparent during the Diagnostic Phase or quotation stage, The Service Provider may revise the Estimated Delivery Window.

9D.2 Where newly discovered complexity materially changes the nature or amount of work required, The Service Provider may require a Change Order before continuing the affected work.

9E. Data Cut-Off

9E.1 The Engagement Letter may specify a data cut-off date. Client Data received after the data cut-off date is outside the original Scope of Work unless The Service Provider agrees in writing to include it.

9E.2 Inclusion of late Client Data may require an extension of time, additional fees, reprocessing, or a Change Order at the discretion of the Service Provider.

9F. Scheduling Across Multiple Client Engagements

9F.1 The Client acknowledges that The Service Provider serves multiple clients and may perform multiple Engagements concurrently. Unless a Guaranteed Deadline is expressly accepted, no Client is entitled to exclusive or continuous allocation of The Service Provider's working time.

9F.2 The Service Provider may schedule and sequence work in good faith having regard to scope complexity, data readiness, current workload, existing client commitments, agreed reporting cycles, quality-control requirements, third-party dependencies and the relative readiness of each Engagement to proceed.

9F.3 Changes in workload or scheduling capacity may result in a revised Estimated Delivery Window. The Service Provider will use reasonable efforts to communicate material revisions, but such revisions do not create a right to priority over other clients or require The Service Provider to sacrifice professional care, quality control or accounting reasonableness.

9G. Delivery Method and Deemed Delivery

9G.1 Analytical Outputs may be delivered by email, secure file link, cloud folder, or any other delivery method agreed in writing.

9G.2 Delivery is deemed to occur when The Service Provider sends the Analytical Output to the Client’s designated email address, uploads it to an agreed folder, provides a download link, or otherwise makes it reasonably available to the Client.

9G.3 The Client is responsible for promptly downloading, reviewing, and securely storing delivered Analytical Outputs.

9H. No Liability for Client-Dependent or External Delay

9H.1 To the maximum extent permitted by law, The Service Provider shall not be liable for delay, loss, penalty, missed filing date, missed board date, missed bank deadline, missed audit deadline, missed management deadline, or other consequence arising from Client Delay, third-party delay, Force Majeure Event, technical failure, late data, incomplete data, changed scope, or newly discovered complexity.

9H.2 The Client remains responsible for managing its own statutory, tax, audit, banking, investor, regulatory, board, lender, donor, and management reporting deadlines unless The Service Provider has expressly accepted responsibility for a specific deadline in the Engagement Letter as a Guaranteed Deadline.

9I. Professional Judgment and Quality Control

9I.1 The Service Provider is not required to sacrifice professional care, diagnostic review, quality control, or accounting reasonableness merely to meet an Estimated Delivery Window.

9I.2 If The Service Provider reasonably concludes that additional time is required to avoid producing an incomplete, unsupported, misleading, or unreliable Analytical Output, The Service Provider may revise the Estimated Delivery Window and notify the Client accordingly.

9J. Communication of Timeline Changes

9J.1 Where The Service Provider becomes aware of a material change to an Estimated Delivery Window, The Service Provider will make reasonable efforts to notify the Client within a reasonable time.

9J.2 Unless a Guaranteed Deadline has been expressly accepted, a revised Estimated Delivery Window does not constitute breach of contract where the revision is made in good faith under Clauses 9A to 9F, including because of Client Delay, newly discovered complexity, current workload, existing client commitments, third-party delay, Force Majeure Event, technical failure, quality-control requirements, or another material circumstance affecting the reasonable scheduling or reliable completion of the work.

PART VI — FEES, PAYMENT TERMS, AND REMEDIES FOR NON-PAYMENT

10. Fees and Invoicing

10.1 Fees are fixed as specified in the Engagement Letter unless a Change Order is accepted in writing or by a Permitted Acceptance Method. The Service Provider does not bill by time unless the Engagement Letter explicitly specifies a time-and-materials basis.

10.1A Published Starting Prices and Quote Factors. Any starting price, minimum price, package description or add-on price published on The Service Provider's website or marketing materials is indicative only and does not constitute an automatic quotation or an offer to perform unlimited work at that price. The definitive fixed Fee is established by the Engagement Letter after consideration of the service required, activity volume, accounting footprint, periods, complexity, condition of the records, and any other material scope factor. Published starting prices are not mechanically additive; where multiple services are combined, The Service Provider may quote one fixed Fee reflecting the Engagement as a whole, including overlapping procedures, economies of scope and complexity.

10.2 Fees are exclusive of applicable taxes unless expressly stated otherwise. Where the Client is legally required to deduct or withhold tax from a payment:

(a) the Client shall make only the deduction legally required;

(b) the Client shall remit the deducted amount to the appropriate authority within the legally required period;

(c) the Client shall promptly provide The Service Provider with the official withholding certificate or other evidence reasonably required to claim the related tax credit; and

(d) the parties shall cooperate reasonably in establishing the correct treatment.

A payment gross-up applies only where expressly stated in the Engagement Letter or required to ensure payment of the agreed net Fee under applicable law.

10.3 Fees are quoted and invoiced in United States Dollars (USD). If The Service Provider expressly agrees to accept settlement in another currency, that arrangement is a payment accommodation only and does not change the USD denomination of the Fee. The Client bears any currency-conversion costs, bank charges and exchange-rate differences necessary for The Service Provider to receive the full USD-equivalent invoiced amount as Cleared Funds, unless the Engagement Letter expressly provides otherwise.

10.4 The Service Provider reserves the right to revise Fee rates for new Engagements with thirty (30) days' written notice. Fees for Engagements already in progress at the time of a rate revision will not be retrospectively amended.

10.5 Payment shall be made only through an Approved Payment Method and in accordance with the Payment Instructions applicable to the invoice.

The Service Provider may prioritize direct electronic bank transfer or international wire transfer and may accept or decline card payments or other methods on an engagement-by-engagement basis. The availability of a payment method on one Engagement does not require The Service Provider to make that method available on another Engagement.

10.6 The Client is responsible for originating-bank fees, intermediary-bank fees, correspondent-bank fees, payment-processor fees, foreign-exchange charges and other transfer costs imposed on the Client’s side of the transaction.

The Service Provider must receive the full invoiced amount as Cleared Funds unless the Engagement Letter expressly provides otherwise. Any shortfall is payable by the Client.

10.7 The Client shall include the invoice number and any requested client or engagement reference with each payment. The Service Provider may delay allocation of an unidentified payment until sufficient information is received to identify the payer, invoice and purpose of the payment.

10.8 The Service Provider may refuse, return or delay acceptance of:

(a) payment from a person or account not reasonably connected with the Client;

(b) payment inconsistent with the invoice currency or Payment Instructions;

(d) payment subject to bank, regulatory, sanctions, fraud, anti-money-laundering or compliance review; or

(e) payment that creates an unreasonable legal, operational or reputational risk.

The Service Provider may request reasonable information concerning the payer, source, purpose or relationship to the Client before accepting or allocating the payment.

10.9 The Client must independently verify any apparent change in Payment Instructions using a previously established telephone number, email address or other trusted communication channel.

The Service Provider is not responsible for payment sent to an unauthorized account where the Payment Instructions were altered through compromise of the Client’s systems, email account or personnel, except to the extent directly caused by The Service Provider’s failure to use reasonable security in communicating an authentic change.

The Service Provider will not require payment to a personal or unrelated third-party account without a written explanation and verification through an established communication channel.

11. Payment Terms

11.1 Unless the Engagement Letter expressly establishes an installment schedule, the full Fee is payable in advance before work commences. Where the Engagement Letter specifies installments, that agreed installment schedule replaces the default advance-payment requirement.

11.2 Where The Service Provider agrees to an installment arrangement, the Engagement Letter may establish the following structure or another expressly agreed structure:

(a) 60% of the total Engagement Fee payable before substantive work commences, following acceptance of the Engagement Letter;

(b) 30% of the total Engagement Fee payable upon completion of draft Analytical Outputs but prior to its delivery for review;

11.3 For monthly recurring Engagements, the monthly Fee is payable in full at the commencement of each calendar month to which it relates. The Service Provider has no obligation to commence monthly services until all outstanding payments have been received and cleared.

11.4 Each payment is due no later than its Settlement Date. Payment is received only when the full invoiced amount has been received as Cleared Funds in the designated account. A transfer confirmation, remittance advice, pending card authorization or proof that a payment was initiated does not constitute receipt of payment.

11.5 The Service Provider may suspend work, withhold final deliverables, pause access, or terminate the engagement if payment is late, reversed, charged back, or not received.

11.6 Fees are based on the scope, condition, volume, and complexity of the records presented. If the actual work differs materially from the information initially supplied by the Client, The Service Provider may suspend the affected work and propose a Change Order reflecting the additional scope, cost and delivery time. No revised Fee becomes payable unless the Change Order is accepted by a Permitted Acceptance Method.

11.7 Time of payment is of the essence of this Agreement.

12. Late Payment and Remedies

12.1 Where any installment of Fees remains unpaid after its Settlement Date:

(a) The Service Provider may immediately suspend all active work on all Engagements with the Client without liability and without obligation to meet any agreed delivery timeline during the period of suspension;

(b) The Service Provider is entitled to withhold all completed Analytical Outputs and any draft deliverables until all outstanding Fees are paid in full;

(d) All costs of recovery, including reasonable legal costs and collection costs, will be payable by the Client.

12.2 No partial payment shall be deemed full satisfaction of the amount due. Any partial payment received will be applied to the oldest outstanding Fee installment.

12.3 To the maximum extent permitted by law, and subject to any non-waivable rights of the Client, the withholding of Analytical Outputs for non-payment or uncleared funds is not a breach of contract by The Service Provider and does not entitle the Client to damages or other relief arising solely from such withholding.

12.4 The Client may not set off, counterclaim, or withhold payment on account of any alleged defect in Analytical Outputs or any other claim against The Service Provider unless such right cannot lawfully be excluded or unless The Service Provider has formally acknowledged the defect in writing and agreed to a specific payment adjustment.

13. Refund Policy

13.1 Diagnostic Fees are non-refundable once the Diagnostic Phase has commenced.

13.2 First installments and upfront fees for project Engagements are non-refundable once analytical work has commenced.

13.3 Where the Client cancels an Engagement before analytical work has commenced, The Service Provider will refund the amount paid, less:

(a) any Diagnostic Fee already earned;

(b) reasonable work already performed;

(d) any administrative cancellation fee expressly disclosed in the Engagement Letter.

Any refund will normally be made to the original payment source and in the original payment currency, subject to applicable law, banking restrictions and payment-network rules.

13.4 No refund is available for any portion of work already performed. For the purpose of calculating refundable amounts, the Engagement is treated as divisible into the payment milestones specified in Clause 11.2, and each milestone payment is treated as non-refundable once the corresponding phase of work has been performed or commenced.

13.5 No refund will be made where the Client is in breach of any material obligation under these Terms, including but not limited to obligations relating to payment, data accuracy, scope discipline, and non-misrepresentation.

13.6 If, after analytical processing has commenced, The Service Provider determines in good faith that The Service Provider is unable to complete the Engagement due primarily to a Provider-side technical failure, workflow failure, incapacity, or other destabilizing event within The Service Provider’s operational responsibility, and not due to Client Delay, incomplete or unusable Client Data, changed scope, newly discovered complexity in the Client Data, Client breach, non-payment, misrepresentation, or circumstances outside the agreed Scope of Work, the Client will be eligible for a refund of fees paid for the affected Engagement, less the reasonable value of any completed or usable work already delivered, unless otherwise required by applicable law. In no case shall any refund under this clause exceed the total fees actually paid by the Client for the affected Engagement.

PART VII — INTELLECTUAL PROPERTY

14. Provider's Intellectual Property

14.1 All Intellectual Property comprising or embedded in The Service Provider's Platform, Methodology, analytical schedules, computational models, diagnostic frameworks, template architectures, workflow designs, and associated tools remains the sole and exclusive property of The Service Provider at all times.

14.2 The Engagement Fee does not convey, transfer, or license any Intellectual Property to the Client. The Client acquires only the specific Analytical Outputs delivered pursuant to the Scope of Work.

14.3 The Client is strictly prohibited from:

(a) Copying, reproducing, reverse-engineering, decompiling, or reconstructing The Service Provider's templates, schedule architectures, or analytical processes in whole or in part;

(b) Attempting to identify, extract, or reconstruct The Service Provider's Methodology from any Analytical Output;

(c) Sublicensing, transferring, or making available to any third party any understanding of The Service Provider's Methodology, templates, or processes obtained through the Engagement;

(d) Copying, reverse engineering, commercializing, reproducing, or creating derivative products from the Service Provider’s templates, scripts, formulas, automation logic, diagnostic tools, or proprietary workpaper architecture.

14.4 Subject to full payment of all Fees, the Client receives a perpetual, non-exclusive and non-transferable licence to use the final Analytical Outputs for the Client’s own internal business purposes and to share them with Permitted Recipients in accordance with Clause 3.

The licence does not permit the Client to sell, sublicense, commercialize, white-label, publish as a commercial product, reverse engineer or use an Analytical Output to reproduce The Service Provider’s Platform, Methodology, formulas, scripts, template architecture or diagnostic logic.

14.5 Nothing in this Part prevents the Client from using its own Client Data, ordinary accounting knowledge, or general business learning obtained from the Engagement for its internal business purposes, provided that the Client does not copy, reverse engineer, commercialize, reproduce, disclose, or create derivative products from The Service Provider's proprietary templates, scripts, formulas, automation logic, diagnostic tools, or workpaper architecture.

15. Client's Data

15.1 Client Data remains the property of the Client at all times. The Service Provider does not claim any ownership interest in Client Data.

15.2 The Service Provider is granted a non-exclusive, limited licence to use Client Data solely for the purpose of performing the services described in the Scope of Work. This licence continues after the completion of the Engagement only to the limited extent reasonably necessary for legal compliance, billing, disputes, fraud prevention, insurance, and legal defence.

16. Output Ownership and Attribution

16.1 Client Data remains the Client’s property. The Service Provider retains all ownership in the Platform, Methodology, source code, scripts, template architecture, formulas, general analytical logic and reusable know-how, including any such material embedded in an Analytical Output.

16.2 The Client may retain and use the final Analytical Output in accordance with the licence in Clause 14.4. No ownership in the underlying Methodology or Platform is transferred.

16.3 The Client may not remove, alter or obscure any disclaimer, version identifier, provenance statement, limitation language or attribution appearing in an Analytical Output without The Service Provider’s prior written consent.

PART VIII — LIMITATION OF LIABILITY

17. Cap on Liability

17.1 To the maximum extent permitted by law, The Service Provider's total aggregate liability to the Client arising from or relating to any Engagement, howsoever arising (whether in contract, tort, negligence, breach of statutory duty, or otherwise), shall not exceed the total Fees actually paid by the Client to The Service Provider for the specific Engagement in respect of which the claim arises during the twelve (12) month period immediately preceding the event giving rise to the claim.

17.2 Under no circumstances shall The Service Provider be liable for:

(a) Loss of profits, revenue, or income;

(b) Loss of anticipated savings;

(d) Loss of contracts or commercial opportunities;

(e) Loss of data or records (beyond data provided to The Service Provider);

(f) Consequential, indirect, special, exemplary, or punitive damages of any kind;

(g) Reputational damage;

(h) Claims by any third party arising from the Client's use of Analytical Outputs;

(i) Any loss arising from the Client's reliance on Analytical Outputs for purposes beyond those agreed in the Scope of Work;

(j) Any loss arising from the Client's use of Analytical Outputs in dealings with regulators, auditors, lenders, investors, tax authorities, or any other external party;

(k) Any loss attributable in whole or in part to Client Data that was incorrect, incomplete, misleading, or not timely provided;

(l) Any loss arising from delays caused by the Client's failure to meet cooperation obligations.

(m) Any loss arising from interruption, suspension, compromise, unauthorized access, security failure, permission change, data corruption, API change or other malfunction of a Client-controlled or Third-Party Platform, including QuickBooks or Xero, except to the extent directly caused by The Service Provider's failure to use reasonable security, fraud, willful misconduct, or liability that cannot lawfully be excluded.

17.3 Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited under applicable law.

18. Disclaimer of Warranties

18.1 Analytical Outputs are provided on an "as analyzed" basis, meaning they reflect The Service Provider's analytical processing of Client Data as provided. The Service Provider will use reasonable skill and care in performing the agreed services, and, if subsequently discovered, will correct any provider-caused processing errors in accordance with the Revision Policy, but does not warrant that Analytical Outputs are either fit for any purpose beyond that specified in the Scope of Work or perfectly error-free, especially where Client Data is incomplete, inaccurate, late, misleading, or outside the agreed scope.

18.2 Where an accounting or financial-reporting framework is specified in the Engagement Letter, The Service Provider may apply the relevant recognition, measurement, classification, presentation and analytical principles of that framework in preparing the agreed Analytical Outputs.

Such application will be based on Client Data and on accounting policies, estimates, assumptions, judgments, mappings and instructions supplied or approved by Client management. Analytical Outputs may be designed or intended to support conformity with the specified framework, but The Service Provider does not provide an audit, review, assurance engagement, independent certification, legal or regulatory opinion, or guarantee that the Analytical Outputs achieve complete compliance with every requirement of that framework.

Final responsibility for accounting-policy selection, management judgments, completeness of disclosures, regulatory compliance, external reporting and approval of the Analytical Outputs remains with Client management.

18.3 The Service Provider aims to provide professional care, structured diagnostics, balanced journal support, clear explanations, and reasonable correction of errors within the agreed scope. However, The Service Provider does not guarantee tax savings, bank acceptance, audit acceptance, regulator acceptance, fraud detection, financial statement perfection regardless of data quality, unlimited revisions, unlimited cleanup, or fixed turnaround regardless of Client delay, incomplete data, changed scope, or newly discovered complexity.

18.4 All implied warranties, conditions, and terms not expressly set out in these Terms are excluded to the maximum extent permitted by applicable law.

18.5 Third-Party Platform Limitations. The Service Provider does not warrant the continuous availability, cybersecurity, data integrity, feature set, permissions, export quality, API stability or continued compatibility of QuickBooks, Xero or any other Third-Party Platform. Where such a platform is used, The Service Provider will exercise reasonable care within the access granted and Scope of Work, but platform outages, vendor-side changes, security incidents and account restrictions may affect performance, timing or outputs.

PART IX — CONFIDENTIALITY

19. Provider's Confidentiality Obligations

19.1 The Service Provider will maintain strict confidentiality in respect of all Client Data and will not disclose Client Data to any third party except as permitted by Clause 19.3 or where required by applicable law, court order or regulatory requirement.

19.2 The Service Provider will implement reasonable technical and organizational measures to protect Client Data from unauthorized access, loss, or disclosure.

19.3 The Service Provider may disclose Client Data or Confidential Information to Sub-processors, professional advisors, insurers, legal representatives, courts, regulators, payment processors, or other persons to the limited extent reasonably necessary for the Engagement, legal compliance, data security, payment processing, dispute handling, or enforcement of these Terms, subject to reasonable confidentiality safeguards where appropriate.

20. Client's Confidentiality Obligations

20.1 The Client acknowledges that The Service Provider's Platform, Methodology, pricing structures, template designs, workflow processes, and any information about The Service Provider's analytical systems constitutes Confidential Information belonging to The Service Provider.

20.2 The Client will not disclose any such Confidential Information to any third party without The Service Provider's prior written consent, and will use such Confidential Information solely for the purpose of engaging The Service Provider's services.

20.3 This obligation survives the termination or expiry of any Engagement for as long as the information remains non-public and qualifies as confidential or proprietary.

21. Former Client Disclosure

21.1 The Service Provider will not identify the Client as a current or former client in any marketing material, case study, portfolio, or public communication without the Client's prior written consent, except where such identification is reasonably necessary for legal, regulatory, or professional compliance purposes.

PART X — DATA HANDLING AND PRIVACY

22. Data Handling

22.1 The Service Provider will maintain strict confidentiality over Client Data and use it only for the Engagement, legal compliance, and dispute handling.

22.2 Client Data and working records will be retained only for as long as reasonably necessary for the purposes for which they are held, including performance of the Engagement, correction and support, contractual administration, accounting and tax record keeping, fraud prevention, security, dispute handling, insurance, legal defence and compliance with applicable law. Unless a different period is required or justified, The Service Provider’s standard maximum retention period will be seven years following completion or termination of the Engagement. Particular categories of personal data may be deleted, anonymized or reduced earlier where they are no longer reasonably necessary.

22.3 The Client authorizes The Service Provider to store Client Data in cloud-based or digital storage systems for operational purposes, provided such systems maintain reasonable and appropriate technical and organizational security measures having regard to the nature, sensitivity, volume and risks of the Client Data.

22.4 Following the applicable retention period, Client Data will be securely deleted, destroyed, anonymized, or archived in accordance with The Service Provider’s data retention and disposal practices, subject to any legal, regulatory, accounting, tax, contractual, dispute-related, or fraud-prevention basis requiring continued retention of limited records.

22.5 After the relevant Analytical Outputs have been delivered, the Client may submit a written request for early deletion of Client Data. The Service Provider will comply with such request to the extent legally permissible and reasonably practicable, subject to the Service Provider’s right to retain limited administrative, contractual, billing, compliance, security, delivery, acceptance, dispute-defence, and legal-defence records reasonably necessary to evidence the existence, scope, performance, payment status, delivery, acceptance, termination, deletion, or dispute history of the Engagement.

22.6 Where Client Data, working files, source records, intermediate files, reconciliation inputs, diagnostic records, or processing evidence are deleted at the Client’s request, the Client acknowledges and agrees that The Service Provider may no longer be able to answer detailed queries, perform Revisions, investigate complaints, reproduce calculations, verify prior Analytical Outputs, reconstruct workpapers, or defend against allegations that depend on the deleted material.

22.7 To the maximum extent permitted by law, where Client Data or working records have been deleted at the Client’s written request, the Client waives any contractual right to further Revisions, recalculations, reprocessing, reconstruction, detailed explanations, post-engagement support, or non-statutory dispute review to the extent that such request, complaint, query, dispute, or alleged defect cannot reasonably be evaluated without access to the original deleted Client Data or working records.

22.8 Nothing in this Clause limits any right, remedy, or obligation that cannot lawfully be waived or excluded. However, the Client acknowledges that where the Client has voluntarily required deletion of the evidence necessary to evaluate an issue, The Service Provider shall be entitled to rely on the Client’s deletion request, deletion confirmation, retained administrative records, final deliverables, payment records, engagement records, and correspondence as evidence of the Engagement and its completion.

22.9 The Service Provider will require the Client to sign or confirm a deletion instruction before deletion is performed. The Service Provider will retain a copy of the deletion request, deletion confirmation, file inventory, delivery record, acceptance record, Engagement Letter, invoices, payment records, correspondence, and final Analytical Outputs to the extent reasonably required for legal, contractual, tax, regulatory, fraud-prevention, or dispute-defence purposes.

22.10 The Service Provider will notify the Client without undue delay after becoming aware of a confirmed or reasonably suspected unauthorized access, loss, disclosure, alteration or destruction of Client Data held or controlled by The Service Provider where the incident is reasonably likely to affect the Client or a data subject.

The notification will provide the information reasonably available at the time and may be supplemented as the investigation progresses.

22.11 In relation to personal data that The Service Provider determines to collect and use for its own client administration, contracting, billing, security, compliance and legal-defence purposes, The Service Provider acts as a data controller.

In relation to personal data contained in Client Data and processed solely to perform the Client’s documented instructions under the Engagement, the Client acts as data controller and The Service Provider acts as data processor, unless the factual circumstances or applicable law require a different characterization.

When acting as a data processor, The Service Provider shall:

(a) process the personal data only for the Engagement and on the Client’s documented instructions, except where otherwise required by law;

(b) maintain appropriate confidentiality and reasonable security measures;

(d) provide reasonable assistance concerning relevant data-subject requests, security incidents and compliance enquiries; and

(e) delete or return the personal data at the end of the applicable retention period, subject to lawful retention obligations.

22.12 Sub-processors and Third-Party Platforms. The Client authorizes The Service Provider to use Sub-processors and Third-Party Platforms for file storage, email, secure transfer, payment processing, accounting analysis, document preparation, backup, administrative purposes, and, where expressly agreed, direct accounting work within Client-authorized platforms such as QuickBooks or Xero, provided The Service Provider uses reasonable care in selecting and using such platforms.

22.13 Client Data may be stored or processed outside Jamaica where reasonably necessary for the Engagement, provided the transfer and processing are undertaken in accordance with applicable data-protection law and supported by an adequate level of protection, appropriate contractual or organizational safeguards, a legally recognized exception or another lawful transfer basis.

The Client’s authorization of a Sub-processor does not relieve either party of obligations imposed directly upon it by applicable data-protection law.

22.14 Data Minimization and Masking. The Service Provider may request that the Client limit Client Data to information reasonably necessary for the Engagement. The Client should not provide unnecessary personal, sensitive, private, or unrelated records. Where names or other directly identifying labels are not substantively required, the Client may use consistent masked or pseudonymous identifiers in accordance with Clause 4.13.

22.15 Security Limitations. The Service Provider will use reasonable technical and organizational safeguards, but no email system, cloud platform, file-sharing system, internet transmission, device, or Third-Party Platform can be guaranteed to be perfectly secure.

23. Client's Data Security Responsibility

23.1 Each party is responsible for using reasonable security when transmitting, receiving and storing Client Data within systems or channels under its control.

Where The Service Provider specifies or provides a transmission method, The Service Provider is responsible for using reasonable care in selecting and configuring that method. The Client is responsible for following the security instructions supplied, verifying recipients, protecting its devices and credentials, and avoiding unauthorized or insecure transmission methods.

23.2 The Client is responsible for maintaining the security of its own primary administrator credentials, recovery methods, multi-factor authentication controls, shared access links and any credentials or access permissions it creates or provides. Where The Service Provider expressly agrees to receive Client credentials, The Service Provider is responsible for using reasonable security measures while those credentials are held or controlled by The Service Provider.

23.3 The Client must promptly notify The Service Provider if the Client suspects that any shared file link, password, system access, email account, device, or account used in connection with the Engagement has been compromised.

23.4 The Service Provider may refuse to receive Client Data through insecure, inappropriate, or unreliable channels and may require the Client to use an alternative transfer method.

23.5 Preferred Access Method. Where access to an accounting or other Third-Party Platform is reasonably required, the preferred method is a separate named, role-based invitation with the minimum permissions reasonably necessary for the agreed work. For QuickBooks, Xero and similar platforms, the Client should use the platform's accountant, adviser, bookkeeper or other appropriate user-invitation functionality where available.

23.6 Shared Credentials Are Discouraged. The Client should not transmit primary owner or administrator passwords, multi-factor authentication secrets, recovery codes or reusable shared credentials where role-based access is reasonably available. The Service Provider reserves the absolute right to refuse any request to receive or use shared credentials, to require a safer access method, or to discontinue credential-based access if The Service Provider considers the security risk unreasonable.

23.7 Voluntary Credential Sharing. If the Client nevertheless requests credential-based access and The Service Provider expressly agrees, the Client represents that it has lawful authority to provide the credentials and authorizes their use solely for the Scope of Work. The Client should, where practicable, create unique temporary credentials, avoid reusing personal passwords, retain control of multi-factor authentication, and revoke or change the credentials promptly when access is no longer required.

23.8 Provider Safeguards for Accepted Credentials. The Service Provider will exercise reasonable care to safeguard accepted credentials, limit their use to the Engagement, avoid unauthorized disclosure, and remove or cease using them when they are no longer reasonably required, subject to any necessary security, legal or dispute-preservation considerations. No credential-storage or internet-access method can be guaranteed to be perfectly secure.

23.9 Allocation of Credential-Compromise Risk. To the maximum extent permitted by law, where the Client elects to provide shared, primary or reusable credentials after being advised that role-based access is preferred, the Client accepts the inherent residual cybersecurity risk and releases and holds harmless The Service Provider from claims, losses or blame arising from unauthorized access to or compromise of the relevant account unless the Client establishes that the incident was directly caused by The Service Provider's failure to use reasonable security, fraud, willful misconduct, or another liability that cannot lawfully be excluded or limited.

23.10 Revocation and Incident Response. The Client must promptly revoke, reset or change any shared credential when The Service Provider requests it, when the Engagement or relevant access ends, or when either party reasonably suspects compromise. The Service Provider may immediately stop using credentials or suspend platform access where a security concern arises.

PART XI — INDEMNIFICATION

24. Client Indemnity

The Client shall indemnify, defend, and hold harmless The Service Provider from and against all losses, claims, damages, costs, expenses (including reasonable legal fees), penalties, fines, and regulatory sanctions arising from or in connection with:

24.1 Any misrepresentation, falsification, omission, or breach of warranty by the Client under these Terms;

24.2 The Client’s use, alteration, distribution or representation of Analytical Outputs contrary to Clause 3, Clause 14, the Scope of Work, or any attached disclaimer, including any representation that an output is audited, reviewed, assured, independently certified or guaranteed to comply completely with an accounting framework;

24.3 Any claim by a third party (including auditors, lenders, investors, regulators, or tax authorities) arising from the Client's unauthorized distribution or misuse of Analytical Outputs;

24.4 Any claim arising from the Client's breach of these Terms;

24.5 Any tax liability, regulatory penalty, or legal consequence arising from the Client's accounting records or financial affairs, beyond any obligation of The Service Provider directly resulting from gross negligence or willful misconduct on The Service Provider's part;

24.6 Any claim resulting from Client Data that was incorrect, incomplete, misleading, falsified, or unlawfully obtained.

24.7 The indemnities in this Part apply to the extent the relevant loss, claim, damage, cost, expense, penalty, fine, sanction, or liability is caused by or connected with the Client's conduct, Client Data, breach, misrepresentation, unlawful purpose, or use of Analytical Outputs, and do not apply to the extent directly caused by The Service Provider's fraud, willful misconduct, or liability that cannot lawfully be excluded.

PART XII — CONDUCT STANDARDS AND PROHIBITED CONDUCT

25. Prohibited Client Conduct

The following conduct by the Client constitutes a material breach of these Terms entitling The Service Provider to immediately terminate any or all Engagements without refund and to pursue all available legal remedies:

25.1 Providing knowingly false, fabricated or misleading Client Data to The Service Provider, or altering substantive accounting facts without disclosure, except for permitted masking or pseudonymization under Clause 4.13;

25.2 Requesting The Service Provider to normalize, restate, reframe, or present data in a manner intended to create a misleading picture of the Client's financial position or performance;

25.3 Misrepresenting Analytical Outputs to any third party as audited, certified, reviewed, or independently verified financial statements;

25.4 Sharing, reproducing, selling, or commercializing The Service Provider's Methodology, template structures, or Analytical Outputs in breach of Clause 14;

25.5 Engaging any third party to reverse-engineer or replicate The Service Provider's Methodology using Analytical Outputs or information obtained through the Engagement;

25.6 Deliberately delaying payment as a negotiating tactic or as a means of extracting additional services;

25.7 Making or threatening to make false, defamatory, or misleading statements about The Service Provider or The Service Provider's services in any form, including online reviews, social media, or communications to third parties;

25.8 Issuing chargebacks, payment reversals, or dispute claims in bad faith, meaning, without first using the complaint process, and after substantial delivery of services in accordance with the Scope of Work;

25.9 Instructing or encouraging The Service Provider to process or present data in a manner that facilitates or conceals fraud, tax evasion, money laundering, or any other unlawful act;

25.10 The Client’s legitimate engagement of an auditor, accountant, bookkeeper, tax adviser, lawyer, consultant or other practitioner does not by itself constitute a breach of these Terms.

The Client shall not engage another person for the purpose of reverse engineering The Service Provider’s Methodology, extracting confidential pricing or process information, reproducing proprietary tools, or obtaining competitive intelligence through undisclosed comparative testing. The Client shall disclose concurrent engagements where conflicting instructions, duplicated work, access arrangements or practitioner dependencies may materially affect The Service Provider’s Scope of Work, risk or ability to perform the Engagement.

25.11 Nothing in Clause 25.7 prevents the Client from making a truthful, good-faith complaint through the complaint process, to a competent authority, or as otherwise permitted by law.

25.12 The Service Provider may decline, suspend, or terminate an Engagement where a conflict of interest, independence concern, ethical concern, professional-integrity concern, suspected unlawful purpose, or unreasonable risk to The Service Provider arises.

26. Complaint and Dispute Process

26.1 Where the Client has a genuine, good-faith complaint regarding the quality or accuracy of Analytical Outputs, the Client must:

(a) Raise the complaint in specific written terms within ten (10) business days of delivery of the relevant Analytical Output;

(b) Specify in writing exactly which element of the output is disputed and the precise nature of the alleged error or deficiency;

26.2 A complaint that consists only of a general assertion of dissatisfaction, without specific identification of the alleged error, does not constitute a valid complaint under these Terms and does not suspend any payment obligation.

26.3 The Service Provider will acknowledge a valid complaint within five (5) business days and propose a resolution within fifteen (15) business days of acknowledgment.

26.4 Raising a complaint does not suspend the Client's payment obligations for the disputed or any other installment, unless the complaint has been formally acknowledged as valid by The Service Provider in writing.

PART XIII — CHARGEBACKS AND PAYMENT REVERSALS

27. Chargeback Policy

27.1 The Service Provider’s services are performed and their value is delivered progressively from commencement, including through diagnostic review, data preparation, configuration, analysis, communications, working papers, draft outputs and final deliverables. Accordingly:

27.2 Where the Client initiates a chargeback, payment reversal, or payment dispute through a payment processor, bank, or card issuer in respect of any Fee payment without first using the complaint process and after substantial performance or delivery in accordance with the Scope of Work:

(a) The Client acknowledges that such action may constitute a material breach of this Agreement and may be treated as evidence of bad faith where the Client has received services substantially in accordance with the Scope of Work;

(b) The Service Provider will actively contest the chargeback with full documentation of services delivered;

(d) The Service Provider reserves the right to pursue the full disputed amount plus costs through legal proceedings.

27.3 A chargeback filed by the Client where Analytical Outputs have been delivered substantially in accordance with the Scope of Work, and where the Client has not first raised a specific good-faith complaint under Clause 26, constitutes evidence of the conduct described in Clause 25.8 and may be treated accordingly.

PART XIV — TERMINATION

28. Termination by The Service Provider

28.1 The Service Provider may terminate any Engagement with immediate effect and without refund (except as otherwise required by law) upon written notice to the Client in any of the following circumstances:

(a) Non-payment of any Fee installment within five (5) business days of its Settlement Date, where such non-payment has not been remedied within a further seven (7) days after written notice from The Service Provider;

(b) Any material breach of these Terms by the Client that is not remedied within fourteen (14) calendar days of written notice specifying the breach;

(d) Client failure to provide required Client Data within thirty (30) calendar days of the agreed data delivery date;

(e) Conduct by the Client or any of its representatives toward The Service Provider that is abusive, threatening, dishonest, or otherwise unprofessional and incompatible with a productive working relationship;

(f) Insolvency, bankruptcy, liquidation, or cessation of business operations by the Client.

(g) Any conflict of interest, independence concern, ethical concern, professional-integrity concern, suspected unlawful purpose, or unreasonable risk that makes continuation of the Engagement inappropriate in The Service Provider's reasonable judgment.

28.2 Upon termination under this Clause, The Service Provider is entitled to terminate immediately, retain all earned Fees, recover reasonable costs and losses caused by the breach, and exercise any other available remedy.

29. Termination by the Client

29.1 The Client may terminate an Engagement upon fourteen (14) calendar days' written notice to The Service Provider. Upon such termination:

(a) The Client shall pay for all work completed to the date of termination, calculated on a pro-rata basis against the total Engagement Fee for the phase in progress;

(b) The Diagnostic Fee, if paid, is non-refundable;

(d) The Service Provider will deliver all completed Analytical Outputs upon receipt of all outstanding payments.

29.2 For monthly recurring Engagements, the Client may terminate with thirty (30) calendar days' written notice. The monthly Fee for the notice period is payable in full even where the notice period falls within a monthly payment cycle already paid.

30. Effect of Termination

30.1 Termination of any Engagement does not affect any accrued rights or liabilities of either party at the date of termination.

30.2 The following provisions survive termination of this Agreement: Part VIII (Limitation of Liability), Part IX (Confidentiality), Part VII (Intellectual Property), Part XI (Indemnification), and Part XVI (Governing Law and Dispute Resolution).

PART XV — FORCE MAJEURE AND TECHNICAL FAILURE

31. Force Majeure and Technical Failure

31.1 The Service Provider shall not be liable for delay or failure caused by events beyond reasonable control, including internet failure, power failure, illness, natural disaster, civil disturbance, system outage, cyberattack, software failure, or government action.

31.2 Where a Force Majeure Event materially affects performance, deadlines shall be extended for a reasonable period and either party may discuss revised timelines or scope in good faith.

PART XVI — GOVERNING LAW AND DISPUTE RESOLUTION

32. Governing Law

32.1 These Terms, the Engagement Letter, the Scope of Work, and each Engagement shall be governed by the laws of Jamaica unless the Engagement Letter expressly provides otherwise.

33. Good-Faith Negotiation

33.1 The parties shall first attempt in good faith to resolve any dispute by written negotiation between authorized representatives.

33.2 A party raising a dispute must identify the disputed matter with reasonable specificity and provide supporting documents where available.

34. Mediation and Court Proceedings

34.1 If the dispute is not resolved by good-faith negotiation within a reasonable period, the parties may agree to mediation before commencing court proceedings.

34.2 Unless the Engagement Letter expressly provides otherwise, the courts of Jamaica shall have jurisdiction over disputes arising from or relating to these Terms or any Engagement.

34.3 Nothing in this Part prevents either party from seeking urgent relief where necessary to protect confidentiality, Intellectual Property, Client Data, payment rights, or other rights requiring immediate protection.

35. Costs

35.1 The prevailing party in any collection action, enforcement action, or legal proceeding may seek recovery of reasonable legal costs and expenses to the extent permitted by law or ordered by the competent court.

PART XVII — GENERAL LEGAL PROVISIONS

36. Notices

36.1 Notices may be given by email to the email address stated in the Engagement Letter or any updated address notified in writing.

36.2 A notice sent by email is deemed received on the next Business Day, unless the sender receives an automated delivery-failure message or has actual knowledge that the notice was not received.

37. Entire Agreement

37.1 These Terms, the Engagement Letter, the Scope of Work, and any accepted Change Orders constitute the entire agreement between the parties concerning the Engagement and supersede all prior discussions, proposals, estimates, representations, marketing statements, or understandings concerning that Engagement.

38. Amendments

38.1 No amendment to these Terms, an Engagement Letter, Scope of Work, or Change Order is effective unless agreed in writing by both parties or accepted by a Permitted Acceptance Method.

39. Severability

39.1 If any provision of these Terms is found invalid, unlawful, or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

40. No Waiver

40.1 No delay, indulgence, or failure by The Service Provider to enforce any right or remedy shall constitute a waiver of that right or remedy. Any waiver must be in writing and shall apply only to the specific matter for which it is given.

41. Assignment

41.1 The Client may not assign, transfer, subcontract, or delegate its rights or obligations under an Engagement without The Service Provider's prior written consent.

41.2 The Service Provider may assign or transfer rights to payment, collection, or enforcement to a successor, assignee, collection agent, legal representative, or business transferee where reasonably necessary.

42. Third-Party Rights

42.1 Except as expressly stated, no person other than the Client and The Service Provider has any right to enforce these Terms or rely on Analytical Outputs.

43. Counterparts and Electronic Copies

43.1 An Engagement Letter, Change Order, or other written agreement may be executed in counterparts and by electronic signature, scanned signature, or written email acceptance, each of which may be treated as an original to the maximum extent permitted by law.

44. Headings

44.1 Headings are for convenience only and do not affect interpretation.

45. Further Assurances

45.1 Each party shall take reasonable steps necessary to give effect to the Engagement and these Terms.

46. Legal Review

46.1 The Client acknowledges that it has had an opportunity to review these Terms, ask questions, and obtain independent legal or professional advice before acceptance.

Terms of Service

Important Note